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Oracle Commodity Holding Corp. — Board/Management Information 2025
Oct 6, 2025
48315_rns_2025-10-06_a8e59c9e-f3ab-4f28-80ee-f684a8098fe3.pdf
Board/Management Information
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FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1. Name and Address of Company
Oracle Commodity Holding Corp. (the “Company”)
Suite 1008 – 409 Granville Street
Vancouver, BC V6C 1T2
Item 2. Date of Material Change
October 1, 2025
Item 3. News Release
A news release was issued and disseminated through the services of Newsfile Corp. on October 1, 2025, and subsequently filed on SEDAR+.
Item 4. Summary of Material Change
On October 1, 2025, the Company announced the appointment of Jason Powell as its Chief Executive Office, replacing Anthony Garson, effective October 1, 2025. The Company also announced that it entered into a debt settlement agreement with Mr. Garson to settle an aggregate of $28,900 for services rendered by Mr. Garson by the issuance of 578,000 common shares in the capital of the Company (the “Debt Settlement Shares”) at a deemed price per Debt Settlement Share of $0.05, subject to the receipt of TSX-V approval (the “Debt Settlement”)
Item 5. Full Description of Material Change
On October 1, 2025, the Company announced the appointment of Jason Powell as its Chief Executive Office, replacing Anthony Garson, effective October 1, 2025. The Company also announced that it entered the Debt Settlement with Mr. Garson.
The Debt Settlement with Mr. Garson is with a related party of the Company and accordingly the Debt Settlement is expected to constitute a “related party transaction” of the Company under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”).
The Company is relying on the exemption from the requirement to obtain a formal valuation pursuant to section 5.5(b) of MI 61-101 as the Company is not a CSE senior tier issuer and no securities of the Company are listed or quoted on the Toronto Stock Exchange, Cboe Canada Inc., the New York Stock Exchange, the American Stock Exchange, the NASDAQ Stock Market, or a stock exchange outside of Canada and the United States other than the Alternative Investment Market of the London Stock Exchange or the AQSE Growth Market operated by Aquis Stock Exchange Limited.
In addition, the Company is relying on the exemption from the requirement to obtain minority shareholder approval pursuant to section 5.7(1)(a) of MI 61-101 as the fair market value of the Debt Settlement does not exceed 25% of the Company’s market capitalization. A material change report including details with respect to the related party transaction is expected to be filed less than 21 days prior to the closing of the Debt Settlement as the details and amount of debt settled under the
Debt Settlement were not finalized until closer to the anticipated closing and the Company deemed it reasonable in the circumstances so as to be able to complete the Debt Settlement in an expeditious manner and improve its financial position by reducing its accrued liabilities as soon as possible.
Item 6. Reliance on Subsection 7.1(2) of National Instrument 51-102
Not applicable
Item 7. Omitted Information
Not applicable
Item 8. Executive Officer
Alex Bayer
Chief Legal Officer
[email protected]
Item 9. Date of Report
October 6, 2025